Copley Fund N-PX/A Annual report of proxy voting record (amended)

Form N-PX/A

Annual Report of Proxy Voting Record of

Copley Fund, Inc.

Investment Company Act File No.: 811-2815

Registrant

Copley Fund, Inc.

5348 Vegas Drive

Las Vegas NV 89108

Agent for Service

Fiscal Year end: February 29

Date of Reporting Period: July 1, 2011 to June 30, 2012

Name	Ticker	CUSIP	Meeting Date	Item Description	Proponent (Management/Shareholder)	Voted (Yes/No)	Vote Cast	With or Against Mgt Rec
Alliant Energy Corporation	LNT	18802108	5/17/2012	Election of Directors
				Patrick. E. Allen	Management	Yes	For	With
				Patricia L. Kampling	Management	Yes	For	With
				Ann K. Newhall	Management	Yes	For	With
				Dean C. Oestreich	Management	Yes	For	With
				Carol P. Sanders	Management	Yes	For	With
	LNT			Approval- Compensation of Company's Named Executive Officers	Management	Yes	For	With
	LNT			Ratify Appt - Deloitte & Touche LLP	Management	Yes	For	With
Ameren Corporation	AEE	23608102	4/24/2012	Election of Directors
				Stephen F. Brauer	Management	Yes	For	With
				Catherine S. Brune	Management	Yes	For	With
				Ellen M. Fitzsimmons	Management	Yes	For	With
				Walter J. Galvin	Management	Yes	For	With
				Gayle P. W. Jackson	Management	Yes	For	With
				James C. Johnson	Management	Yes	For	With
				Steven H. Lipstein	Management	Yes	For	With
				Patrick T. Stokes	Management	Yes	For	With
				Thomas R. Voss	Management	Yes	For	With
				Stephen R. Wilson	Management	Yes	For	With
				Jack D. Woodard	Management	Yes	For	With
	AEE			Advisory Approval of the compensation of the executives	Management	Yes	For	With
	AEE			Ratify Appt - PriceWaterhouse Coopers LLP as Independent Registered Accounting Firm for Fiscal Year Ending December 31, 2012	Management	Yes	For	With
	AEE			Report on Coal Combustion Waste	Shareholder	Yes	Against	With
	AEE			Report on Coal -Related Costs and Risk	Shareholder	Yes	Against	With
	AEE			Assessment and Report on Greenhouse Gas and other Air Emissions Reductions	Shareholder	Yes	Against	With
American Electric Power Company, Inc.	AEP	25537101	4/24/2012	Election of Directors
				Nicholas K. Akins	Management	Yes	For	With
				David J. Anderson	Management	Yes	For	With
				James F. Cordes	Management	Yes	For	With
				Ralph D. Crosby, Jr.	Management	Yes	For	With
				Linda A. Goodspeed	Management	Yes	For	With
				Thomas E. Hoaglin	Management	Yes	For	With
				Michael G. Morris	Management	Yes	For	With
				Richard C. Notebaert	Management	Yes	For	With
				Lionel L. Nowell III	Management	Yes	For	With
				Richard L. Sandor	Management	Yes	For	With
				Sara Martinez Tucker	Management	Yes	For	With
				John F. Turner	Management	Yes	For	With
	AEP			Approval - American Electric Power System Senior Officer Incentive Plan	Management	Yes	For	With
	AEP			Appointment of Deloitte & Touche LLP Independent Registered Public Accounting Firm for Fiscal Year ending December 31, 2012	Management	Yes	For	With
	AEP			Advisory Approval of the Company's Executive Compensation	Management	Yes	For	With
Arthur J. Gallagher & Co.	AJG	363576109	5/8/2012	Election of Directors
				William L. Bax	Management	Yes	For	With
				Frank E. English, Jr.	Management	Yes	For	With
				J. Patrick Gallagher, Jr.	Management	Yes	For	With
				Ilene S. Gordon	Management	Yes	For	With
				Elbert O. Hand	Management	Yes	For	With
				David S. Johnson	Management	Yes	For	With
				Kay W. McCurdy	Management	Yes	For	With
				Norman L. Rosenthal	Management	Yes	For	With
				James R. Wimmer	Management	Yes	For	With
	AJG			Ratify Appt- Independent Auditor for 2012	Management	Yes	For	With
	AJG			Approval- Named Executive Officer Compensation	Management	Yes	For	With
AT&T Inc.	T	00206R102	12/7/8147	Election of Directors
				Randall L. Stephenson	Management	Yes	For	With
				Gilbert F. Amelio	Management	Yes	For	With
				Reuben V. Anderson	Management	Yes	For	With
				James H. Blanchard	Management	Yes	For	With
				Jaime Chico Pardo	Management	Yes	For	With
				James P. Kelly	Management	Yes	For	With
				Jon C. Madonna	Management	Yes	For	With
				John B. McCoy	Management	Yes	For	With
				Joyce M. Roché	Management	Yes	For	With
				Matthew K. Rose	Management	Yes	For	With
				Laura D'Andrea Tyson	Management	Yes	For	With
	T			Ratify Appt- Independent Auditors	Management	Yes	For	With
	T			Advisory Approval on executive compensation	Management	Yes	For	With
				Amend Certificate of Incorporation	Management	Yes	For	With
	T			Political Contributions Report	Shareholder	Yes	Against	With
	T			Limit Wireless Network Management	Shareholder	Yes	Against	With
	T			Independent Board Chairman	Shareholder	Yes	Against	With
Bristol-Myers Squibb Company	BMY	110122108	5/1/2012	Election of Directors
				L. Andreotti	Management	Yes	For	With
				L. B. Campbell	Management	Yes	For	With
				J. M. Cornelius	Management	Yes	For	With
				L. J. Freeh	Management	Yes	For	With
				L. H. Glimcher, M.D.	Management	Yes	For	With
				M. Grobstein	Management	Yes	For	With
				A. J. Lacy	Management	Yes	For	With
				V. L. Sato, Ph.D.	Management	Yes	For	With
				E. Sigai, M.D., Ph.D.	Management	Yes	For	With
				G. L. Storch	Management	Yes	For	With
				T. D. West, Jr.	Management	Yes	For	With
				R. S. Williams, M.D.	Management	Yes	For	With
	BMY			Ratify Appt- Independent Accounting Firm	Management	Yes	For	With
	BMY			Advisory Vote on executive compensation of named executive officers	Management	Yes	For	With
	BMY			Proposal on the Approval of the 2012 Stock Award and Incentive Plan	Management	Yes	For	Against
	BMY			Cumulative Voting	Shareholder	Yes	Against	With
	BMY			Transparency in Animal Research	Shareholder	Yes	Against	With
	BMY			Shareholder Action by Written Consent	Shareholder	Yes	Against	With
Chevron Corporation	CVX	166764100	5/30/2012	Election of Directors
				L. F. Deily	Management	Yes	For	With
				R. E. Denham	Management	Yes	For	With
				C. Hagel	Management	Yes	For	With
				E. Hernandez	Management	Yes	For	With
				G. L. Kirkland	Management	Yes	For	With
				C.W. Moorman
				K. W. Sharer	Management	Yes	For	With
				J. G. Stumpf	Management	Yes	For	With
				R. D. Sugar	Management	Yes	For	With
				C. Ware	Management	Yes	For	With
				J. S. Watson	Management	Yes	For	With
	CVX			Ratify Appt- Independent Registered Public Accounting Firm	Management	Yes	For	With
	CVX			Advisory Vote on Named Executive Officer Compensation	Management	Yes	For	With
	CVX			Exclusive Forum Provisions	Shareholder	Yes	Against	With
	CVX			Independent Chairman	Shareholder	Yes	Against	With
	CVX			Lobbying Disclosure	Shareholder	Yes	Against	With
	CVX			Country Selection Guidelines	Shareholder	Yes	Against	With
	CVX			Hydraulic Fracturing	Shareholder	Yes	Against	With
	CVX			Accident Risk Oversight	Shareholder	Yes	Against	With
	CVX			Special Meetings	Shareholder	Yes	Against	With
				Independent Director with Environmental Expertise	Shareholder	Yes	Against	With
Delta Natural Gas Company, Inc.	DGAS	247748106	11/17/2011	Election of Directors
				Glenn R. Jennings	Management	Yes	For	With
				Lewis N. Melton	Management	Yes	For	With
				Arthur E. Walker, Jr.	Management	Yes	For	With
	DGAS			Ratify Appt - Deloitte & Touche LLP as Independent Registered Public Accounting Firm	Management	Yes	For	With
	DGAS			Advisory vote to approve the compensation paid to named executive officers	Management	Yes	For	With
	DGAS			Advisory vote on whether the shareholder vote on named excutive officers' compensation should occur every 1, 2 or 3 years	Management	Yes	1yr	With
Dominion Resources, Inc.	D	25746U109	5/8/2012	Election of Directors
				William P. Barr	Management	Yes	For	With
				Peter W. Brown	Management	Yes	For	With
				Helen E. Dragas	Management	Yes	For	With
				Thomas F. Farrell II	Management	Yes	For	With
				John W. Harris	Management	Yes	For	With
				Robert S. Jepson, Jr.	Management	Yes	For	With
				Mark J. Kington	Management	Yes	For	With
				Frank S. Royal	Management	Yes	For	With
				Robert H. Spilman, Jr.	Management	Yes	For	With
				David A. Wollard	Management	Yes	For	With
	D			Ratify Appointment of Independent Auditors for 2012	Management	Yes	For	With
	D			Advisory Vote on executive compensation	Management	Yes	For	With
	D			Report Assessing Benefits of 15% Electric Generation from Wind and Solar by 2025	Shareholder	Yes	Against	With
	D			Report on Policy Options to Encourage Installation of Renewable Energy Generation Systems	Shareholder	Yes	Against	With
	D			Report on Impact of Plant Closures on Communities	Shareholder	Yes	Against	With
	D			Report Assessing Use of Coal Obtained through Mountaintop Removal Coal Mining	Shareholder	Yes	Against	With
	D			Report on Impact and Risks of Increased Extraction and Use of Natural Gas	Shareholder	Yes	Against	With
	D			Report on Special Revew of Nuclear Safety by Committee of Independent Directors	Shareholder	Yes	Against	With
DTE Energy Company	DTE	233331107	5/3/2012	Election of Directors
				Gerald M. Anderson	Management	Yes	For	With
				Charles G. McClure, Jr.	Management	Yes	For	With
				Eugene A. Miller	Management	Yes	For	With
				Charles W. Pryor, Jr.	Management	Yes	For	With
				Ruth G. Shaw	Management	Yes	For	With
	DTE			Independent Accounting Firm PriceWaterhouse Coopers LLP	Management	Yes	For	With
	DTE			Executive Compensation	Management	Yes	For	With
	DTE			Amend the 2006 Long-Term Incentive Plan	Management	Yes	For	With
	DTE			Political Contributions	Shareholder	Yes	Against	With
	DTE			Greenhouse Gas Emissions	Shareholder	Yes	Against	With
Duke Energy Corporation	DUK	26441C105	5/3/2012	Election of Directors
				William Barnet. III	Management	Yes	For	With
				Alex Bernhardt, Sr.	Management	Yes	For	With
				Michael G. Browning	Management	Yes	For	With
				Daniel R. Dimicco	Management	Yes	For	With
				John H. Forsgren	Management	Yes	For	With
				Ann Maynard Gray	Management	Yes	For	With
				James H. Hance, Jr.	Management	Yes	For	With
				E. James Reinsch	Management	Yes	For	With
				James T. Rhodes	Management	Yes	For	With
				James E. Rogers	Management	Yes	For	With
				Philip R. Sharp	Management	Yes	For	With
	DUK			Ratification of Deloitte & Touche as Duke Energy Corporation's Independent Public Accountant for 2012	Management	Yes	For	With
	DUK			Advisory Vote to approve named executive officer compensation	Management	Yes	For	With
	DUK			Amendment of the Amended and Restated Certificate of Incorporation	Management	Yes	For	With
	DUK			Issuance of a Report on the Financial Risks of Continued Reliance on Coal	Shareholder	Yes	Against	With
	DUK			Amendment to organizational documents to require mandatory voting for the election of directors	Shareholder	Yes	Against	With
Exelon Corporation	EXC	30161N101	11/17/2011	Share Issuance Proposal	Management	Yes	For	With
				Adjournment Proposal	Management	Yes	For	With
	EXC		4/2/2012	Election of Directors
				John A. Canning, Jr.	Management	Yes	For	With
				Christopher M. Crane	Management	Yes	For	With
				M. Walter D'Alessio	Management	Yes	For	With
				Nicholas DeBenedictis	Management	Yes	For	With
				Nelson A. Diaz	Management	Yes	For	With
				Sue L. Gin	Management	Yes	For	With
				Rosemarie B. Greco	Management	Yes	For	With
				Paul L. Joskow	Management	Yes	For	With
				Richard W. Mies	Management	Yes	For	With
				John M. Palms	Management	Yes	For	With
				Willliam C. Richardson	Management	Yes	For	With
				Thomas J. Ridge	Management	Yes	For	With
				John W. Rogers, Jr.	Management	Yes	For	With
				John W. Rowe	Management	Yes	For	With
				Stephen D. Steinour	Management	Yes	For	With
				Don Thompson	Management	Yes	For	With
				Ann C. Berzin	Management	Yes	For	With
				Yves C. de Balmann	Management	Yes	For	With
				Robert J. Lawless	Management	Yes	For	With
				Mayo A. Shattuck III	Management	Yes	For	With
	EXC			Ratification of PriceWaterhouse Coopers LLP as Exelon's Independent Accountant for the year 2012	Management	Yes	For	With
	EXC			Advisory Vote on executive compensation	Management	Yes	For	With
Exxon Mobil Corporation	XOM	30231G102	5/30/2012	Election of Directors
				M. J. Boskin	Management	Yes	For	With
				P. Brabeck-Letmathe	Management	Yes	For	With
				L. R. Faulkner	Management	Yes	For	With
				J. S. Fishman	Management	Yes	For	With
				H. H. Fore	Management	Yes	For	With
				K. C. Frazier	Management	Yes	For	With
				W. W. George	Management	Yes	For	With
				S. J. Palmisano	Management	Yes	For	With
				S. S. Reinemund	Management	Yes	For	With
				R. W. Tillerson	Management	Yes	For	With
				E. E. Whitacre, Jr.	Management	Yes	For	With
	XOM			Ratification of Independent Auditors	Management	Yes	For	With
	XOM			Advisory Vote on Executive Compensation	Management	Yes	For	With
	XOM			Independent Chairman	Shareholder	Yes	Against	With
	XOM			Majority Vote for Directors	Shareholder	Yes	Against	With
	XOM			Report on Political Contributions	Shareholder	Yes	Against	With
	XOM			Amendment of EEO Policy	Shareholder	Yes	Against	With
	XOM			Report on Natural Gas Production	Shareholder	No
	XOM			Greenhouse Gas Emissions	Shareholder	Yes	Against	With
FirstEnergy Corp.	FE	337932107	5/15/2012	Election of Directors
				Paul T. Addison	Management	Yes	For	With
				Anthony J. Alexander	Management	Yes	For	With
				Michael J. Anderson	Management	Yes	For	With
				Dr. Carol A. Cartwright	Management	Yes	For	With
				William T. Cottle	Management	Yes	For	With
				Robert B. Heisler, Jr.	Management	Yes	For	With
				Julia L. Johnson	Management	Yes	For	With
				Ted J. Kleisner	Management	Yes	For	With
				Donald T. Misheff	Management	Yes	For	With
				Ernest J. Novak, Jr.	Management	Yes	For	With
				Catherine A. Rein	Management	Yes	For	With
				George M. Smart	Management	Yes	For	With
				Wes M. Taylor	Management	Yes	For	With
	FE			Ratification of the Appointment of the Independent Registered Public Accounting Firm	Management	Yes	For	With
	FE			Approval of an Advisory Vote on Executive Compensation	Management	Yes	For	With
	FE			Approval of Material Terms of Performance Goals	Management	Yes	For	With
	FE			Report on Coal Combustion Waste	Shareholder	Yes	Against	With
	FE			Report on Coal-related Costs and Risks	Shareholder	Yes	Against	With
	FE			Adopt a Simple Majority Vote	Shareholder	Yes	Against	With
Frontier Communications Corp	FTR	35906A108	5/9/2012	Election of Directors
				Leroy T. Barnes, Jr.	Management	Yes	For	With
				Peter C. B. Bynoe	Management	Yes	For	With
				Jeri B. Finard	Management	Yes	For	With
				Edward Fraioli	Management	Yes	For	With
				James S. Kahan	Management	Yes	For	With
				Pamela D. A. Reeve	Management	Yes	For	With
				Howard L. Schrott	Management	Yes	For	With
				Larraine D. Segil	Management	Yes	For	With
				Mark Shapiro	Management	Yes	For	With
				Myron A. Wick, III	Management	Yes	For	With
				Mary Agnes Wilderotter	Management	Yes	For	With
	FTR			Advisory Proposal on Executive Compensation	Management	Yes	For	With
	FTR			To Consider and Vote Upon a Stockholder Proposal regarding independent chairman, if Presented at the Meeting	Shareholder	Yes	Against	With
	FTR			To Consider and Vote Upon a Stockholder Proposal regarding arbitration of stockholder suits, if Presented at the Meeting	Shareholder	Yes	Against	With
	FTR			To Ratify the Selection of KPMG LLP as our Independent Registered Public Accounting Firm for 2012	Management	Yes	For	With
Great Plains Energy Incorporated	GXP	391164100	5/1/2012	Election of Directors
				Terry Bassham	Management	Yes	For	With
				David L. Bodde	Management	Yes	For	With
				Michael J. Chesser	Management	Yes	For	With
				R. C. Ferguson, Jr.	Management	Yes	For	With
				Gary D. Forsee	Management	Yes	For	With
				Thomas D. Hyde	Management	Yes	For	With
				James A. Mitchell	Management	Yes	For	With
				John J. Sherman	Management	Yes	For	With
				Linda H. Talbott	Management	Yes	For	With
				Robert H. West	Management	Yes	For	With
	GXP			Advisory Vote on Executive Compensation	Management	Yes	For	With
	GXP			Ratification of Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accountants for 2012	Management	Yes	For	With
Integrys Energy Group, Inc.	TEG	45822P105	5/10/2012	Election of Directors
				Keith E. Bailey	Management	Yes	For	With
				William J. Brodsky	Management	Yes	For	With
				Albert J. Budney, Jr.	Management	Yes	For	With
				Pastora San Juan Cafferty	Management	Yes	For	With
				Ellen Carnahan	Management	Yes	For	With
				Michelle L. Collins	Management	Yes	For	With
				Kathryn M. Hasselblad-Pascale	Management	Yes	For	With
				John W. Higgins	Management	Yes	For	With
				Paul W. Jones	Management	Yes	For	With
				Holly K. Koeppel	Management	Yes	For	With
				Michael E. Lavin	Management	Yes	For	With
				William F. Protz, Jr.	Management	Yes	For	With
				Charles A. Schrock	Management	Yes	For	With
	TEG			Approval of a Non-Binding Advisory Resolution on the Compensation of Named Excecutive Officers	Management	Yes	For	With
	TEG			Approval of an Amendment to Articles of Incorporation to Adopt a Majority Voting Standard for Future Director Elections	Management	Yes	For	With
	TEG			Ratification selection of Deloitte & Touche LLP as Independent Registered Public Accounting firm for 2012	Management	Yes	For	With
JPMorgan Chase & Co.	JPM	46625H100	5/15/2012	Election of Directors
				James A. Bell	Management	Yes	For	With
				Crandall C. Bowles	Management	Yes	For	With
				Stephen B. Burke	Management	Yes	For	With
				David M. Cote	Management	Yes	For	With
				James S. Crown	Management	Yes	For	With
				James Dimon	Management	Yes	For	With
				Timothy P. Flynn
				Ellen V. Futter	Management	Yes	For	With
				Laban P. Jackson, Jr.	Management	Yes	For	With
				Lee R. Raymond	Management	Yes	For	With
				William C. Weldon	Management	Yes	For	With
	JPM			Appointment of Independent Registered Public Accounting Firm	Management	Yes	For	With
	JPM			Advisory Vote on Executive Compensation	Management	Yes	For	With
	JPM			Political Non-Partisanship	Shareholder	Yes	Against	With
	JPM			Independent Director as Chairman	Shareholder	Yes	Against	With
	JPM			Loan Servicing	Shareholder	Yes	Against	With
	JPM			Corporate Political Contributions Report	Shareholder	Yes	Against	With
	JPM			Genocide-Free Investing	Shareholder	Yes	Against	With
	JPM			Shareholder Action by Written Consent	Shareholder	Yes	Against	With
	JPM			Stock Retention	Shareholder	Yes	Against	With
Kimberly-Clark Corporation	KMB	494368103	5/3/2012	Election of Directors
				John R. Alm	Management	Yes	For	With
				John F. Bergstrom	Management	Yes	For	With
				Abelardo E. Bru	Management	Yes	For	With
				Robert W. Decherd	Management	Yes	For	With
				Thomas J. Falk	Management	Yes	For	With
				Fabian T. Garcia	Management	Yes	For	With
				Mae C. Jemison, M.D.	Management	Yes	For	With
				James M. Jenness	Management	Yes	For	With
				Nancy J. Karch	Management	Yes	For	With
				Ian C. Read	Management	Yes	For	With
				Linda Johnson Rice	Management	Yes	For	With
				Marc J. Shapiro	Management	Yes	For	With
	KMB			Raification of Auditors	Management	Yes	For	With
	KMB			Advisory Vote to approve named executive officer compensation	Management	Yes	For	With
New Jersey Resources Corporation	NJR	646025106	1/25/2012	Election of Directors
				Donald L. Correll	Management	Yes	For	With
				M. William Howard, Jr.	Management	Yes	For	With
				J. Terry Strange	Management	Yes	For	With
				George R. Zoffinger	Management	Yes	For	With
	NJR			Non-Binding Advisory Resolution Approving the Compensation of Named Executive Officers	Management	Yes	For	With
	NJR			Ratify the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 2012	Management	Yes	For	With
Nextera Energy, Inc.	NEE	65339F101	5/25/2012	Election of Directors
				Sherry S. Barrat	Management	Yes	For	With
				Robert M. Beall, II	Management	Yes	For	With
				James L. Camaren	Management	Yes	For	With
				Kenneth B. Dunn	Management	Yes	For	With
				J. Brain Ferguson	Management	Yes	For	With
				Lewis Hay, III	Management	Yes	For	With
				Toni Jennings	Management	Yes	For	With
				Oliver D. Kingsley, Jr.	Management	Yes	For	With
				Rudy E. Schupp	Management	Yes	For	With
				William H. Swanson	Management	Yes	For	With
				Michael H. Thaman	Management	Yes	For	With
				Hansel E. Tookes, II	Management	Yes	For	With
	NEE			Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2012	Management	Yes	For	With
	NEE			Approval, by Non-Binding Vote, of Compensation of Named Executive Officers	Management	Yes	For	With
Northwest Natural Gas Company	NWN	667655104	5/24/2012	Election of Directors
				Timothy P. Boyle	Management	Yes	For	With
				Mark S. Dodson	Management	Yes	For	With
				George J. Puentes	Management	Yes	For	With
	NWN			Reapproval and Amendment of the Long Term Incentive Plan and Termination of Restated Stock Option Plan	Management	Yes	For	With
	NWN			Approval of the Compensation of the Named Executive Officers	Management	Yes	For	With
	NWN			Ratification of Appointment of PriceWaterhouse Coopers LLP as Independent Registered Public Accountants for the Fiscal Year 2012	Management	Yes	For	With
NSTAR Electric Co.	NSTAR	67019E107	12/13/2011	Election of Class III Trustees
				Charles K. Gifford	Management	Yes	For	With
				Paul A. La Camera	Management	Yes	For	With
				William C. Van Faasen	Management	Yes	For	With
	NSTAR			Approval of Exective Compensation Disclosed in the Proxy Statement	Management	Yes	For	With
	NSTAR			Approval on the frequency of holding an advisory vote on executive compensation	Management	Yes	1 yr	With
	NSTAR			Ratify the appointment of PriceWaterhouseCoopers LLP as the Company's Independent Registered Public Accountants for 2012	Management	Yes	For	With
Pitney Bowes Inc.	PBI	724479100	5/14/2012	Election of Directors
				Rodney C. Adkins	Management	Yes	For	With
				Anne M. Busquet	Management	Yes	For	With
				Roger Fradin	Management	Yes	For	With
				Anne Sutherland Fuchs	Management	Yes	For	With
				James H. Keyes	Management	Yes	For	With
				Murray D. Martin	Management	Yes	For	With
				Michael I. Roth	Management	Yes	For	With
				David L. Shedlarz
				David B. Snow, Jr.
				Robert E. Weissman	Management	Yes	For	With
	PBI			Raification of the Audit Committee's Appointment of the Independent Accountants for 2012	Management	Yes	For	With
	PBI			Advisory Vote to approve Executive Compensation	Management	Yes	For	With
PPL Corporation	PPL	69351T106	5/15/2012	Election of Directors
				Frederick M. Bernthal	Management	Yes	For	With
				John W. Conway	Management	Yes	For	With
				Steven G. Elliott	Management	Yes	For	With
				Loiuse K. Goeser	Management	Yes	For	With
				Stuart E. Graham	Management	Yes	For	With
				Stuart Heydt	Management	Yes	For	With
				James H. Miller	Management	Yes	For	With
				Craig A. Rogerson	Management	Yes	For	With
				William H. Spence	Management	Yes	For	With
				Natica von Althann	Management	Yes	For	With
				Keith W. Williamson	Management	Yes	For	With
	PPL			Ratification of the Appointment of the Independent Registered Public Accounting Firm	Management	Yes	For	With
	PPL			Director Election Majorty Vote Standard Proposal	Shareholder	Yes	Against	With
Progress Energy, Inc.	PGN	743263105	8/23/2011	Approve the Plan of Merger Contained in the Agreement and Plan of Merger, dated as of January 8, 2011	Management	Yes	For	With
	PGN			Adjourn the Progress Energy, Inc. Special Meeting of Shareholders, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger proposal	Management	Yes	For	With
Public Service Enterprise Group Inc.	PEG	744573106	4/17/2012	Election of Directors
				Albert R. Gamper, Jr.	Management	Yes	For	With
				Conrad K. Harper	Management	Yes	For	With
				William V. Hickey	Management	Yes	For	With
				Ralph Izzo	Management	Yes	For	With
				Shirley Ann Jackson	Management	Yes	Against	Against
				David Lilley	Management	Yes	For	With
				Thomas A. Renyi	Management	Yes	For	With
				Hak Cheol Shin	Management	Yes	For	With
				Richard J. Swift	Management	Yes	Against	Against
				Susan Tomasky	Management	Yes	For	With
	PEG			Advisory Vote on Executive Compensation	Management	Yes	For	With
	PEG			Ratification of the Appointment of Deloitte & Touche LLP as Independent Auditor for the Year 2012	Management	Yes	For	With
Scana Corporation	SCG	80589M102	5/3/2012	Election of Directors
				James A. Bennett	Management	Yes	For	With
				Lynne M. Miller	Management	Yes	For	With
				James W. Roquemore	Management	Yes	For	With
				Maceo K. Sloan	Management	Yes	For	With
	SCG			Approval of the Appointment of the Independent Registered Public Accounting Firm	Management	Yes	For	With
	SCG			Shareholder Proposal Regarding Repeal of the Classification of the Board of Directors	Shareholder	Yes	Against	With
Spectra Energy Corp.	SE	847560109	5/1/2012	Election of Directors
				William T. Esrey	Management	Yes	For	With
				Gregory L. Ebel	Management	Yes	For	With
				Austin A. Adams	Management	Yes	For	With
				Joseph Alvarado	Management	Yes	For	With
				Pamela L. Carter	Management	Yes	For	With
				F. Anthony Comper	Management	Yes	For	With
				Peter B. Hamilton	Management	Yes	For	With
				Dennis R. Hendrix	Management	Yes	For	With
				Michael McShane	Management	Yes	For	With
				Joseph H. Netherland	Management	Yes	For	With
				Michael E. J. Phelps	Management	Yes	For	With
	SE			Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Account Firm for Fiscal Year 2012	Management	Yes	For	With
	SE			An Amendment to the Company's Amended and Restated Certificate of Incorporation to Provide for a Majority Vote Standard in Uncontested Director Elections	Management	Yes	For	With
	SE			Advisory Vote on Executive Compensation	Management	Yes	For	With
Sunoco, Inc.	SUN	86764P109	5/3/2012	Election of Directors
				I.C. Britt	Management	Ys	For	With
				C. C. Casciato	Management	Yes	For	With
				W.H. Ester	Management	Yes	For	With
				G.W. Edwards	Management	Yes	For	With
				U. O. Fairbairn	Management	Yes	For	With
				J. P. Jones, III	Management	Yes	For	With
				J. G. Kaiser	Management	Yes	For	With
				B. P. MacDonald	Management	Yes	For	With
				J. K. Wulff	Management	Yes	For	With
	SUN			Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for the Fiscal Year 2012	Management	Yes	For	With
	SUN			Advisory Vote on Executive Compensation	Management	Yes	For	With
	SUN			Equity Awards	Shareholder	Yes	Against	With
The PNC Financial Services Group, Inc.	PNC	693475105	4/24/2012	Election of Directors
				Richard O. Berndt	Management	Yes	For	With
				Charles E. Bunch	Management	Yes	For	With
				Paul W. Chellgren	Management	Yes	For	With
				Kay Coles James	Management	Yes	For	With
				Richard B. Kelson	Management	Yes	For	With
				Bruce C. Lindsay	Management	Yes	For	With
				Anthony A. Massaro	Management	Yes	For	With
				Jane G. Pepper	Management	Yes	For	With
				James E. Rohr	Management	Yes	For	With
				Donald J. Shepard	Management	Yes	For	With
				Lorene K. Steffes	Management	Yes	For	With
				Dennis F. Strigl	Management	Yes	For	With
				Thomas J. Usher	Management	Yes	For	With
				George H. Walls, Jr.	Management	Yes	For	With
				Helge H. Wehmeier	Management	Yes	For	With
	PNC			Ratification of Audit Committee's selection of PricewaterhouseCoopers LLP as PNC's independent registered public accounting firm for 2012	Management	Yes	For	With
	PNC			Approval of an Advisory Vote on executive compensation	Management	Yes	For	With
The Southern Company	SO	842587107	3/26/2012	Election of Directors
				J. P. Baranco	Management	Yes	For	With
				J. A. Boscia	Management	Yes	For	With
				H. A. Clark, III	Management	Yes	For	With
				T. A. Fanning	Management	Yes	For	With
				H. W. Habermeyer, Jr.	Management	Yes	For	With
				V. M. Hagen	Management	Yes	For	With
				W. A. Hood, Jr.	Management	Yes	For	With
				D. M. James	Management	Yes	For	With
				D. E. Klein	Management	Yes	For	With
				W. G. Smith, Jr.	Management	Yes	For	With
				S. R. Specker	Management	Yes	For	With
				L. D. Thompson	Management	Yes	For	With
				E. J. Wood	Management	Yes	For	With
	SO			Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for 2012	Management	Yes	For	With
	SO			Advisory Vote on Executive Compensation	Management	Yes	For	With
	SO			Coal Combustion ByProducts Environmental Report	Shareholder	Yes	Against	With
	SO			Stockholder Proposal on Lobbying Contribitions and Expenditures Report	Shareholder	Yes	Against	With
Verizon Communications Inc.	VZ	92343V104	5/3/2012	Election of Directors
				Richard L. Carrion	Management	Yes	For	With
				Melanie L. Healey	Management	Yes	For	With
				M. Frances Keeth	Management	Yes	For	With
				Robert W. Lane	Management	Yes	For	With
				Lowell C. McAdam	Management	Yes	For	With
				Sandra O. Moose	Management	Yes	For	With
				Joseph Neubauer	Management	Yes	For	With
				Donald T. Nicolaisen	Management	Yes	For	With
				Clarence Otis, Jr.	Management	Yes	For	With
				Hugh B. Price	Management	Yes	For	With
				Rodney E. Slater	Management	Yes	For	With
	VZ			Ratification of Appointment of Independent Registered Public Accounting Firm	Management	Yes	For	With
	VZ			Advisory Vote on Executive Compensation	Management	Yes	For	With
	VZ			Disclosure of Prior Government Services	Shareholder	Yes	Against	With
	VZ			Disclosure of Lobbying Activities	Shareholder	Yes	Against	With
	VZ			Vesting of Performance Stock Units	Shareholder	Yes	Against	With
	VZ			Shareholder Right to Call a Special Meeting	Shareholder	Yes	Against	With
	VZ			Sharehold Action by Written Consent	Shareholder	Yes	Against	With
	VZ			Network Neutrality for Wireless Broadband	Shareholder	Yes	Against	With
Wal-Mart Stores, Inc.	WMT	931142103	6/1/2012	Election of Directors
				Aida M. Alvarez	Management	Yes	For	With
				James W. Breyer	Management	Yes	For	With
				M. Michele Burns	Management	Yes	For	With
				James I. Cash, Jr.	Management	Yes	For	With
				Roger C. Corbett	Management	Yes	For	With
				Douglas N. Daft	Management	Yes	For	With
				Michael T. Duke	Management	Yes	For	With
				Marissa A. Mayer	Management	Yes	For	With
				Gregory B. Penner	Management	Yes	For	With
				Steven S. Reinemund	Management	Yes	For	With
				H. Lee Scott, Jr.	Management	Yes	For	With
				Arne M. Sorenson	Management	Yes	For	With
				Jim C. Walton	Management	Yes	For	With
				S. Robson Walton	Management	Yes	For	With
				Christopher J. Williams	Management	Yes	For	With
				Linda S. Wolf	Management	Yes	For	With
	WMT			Ratification of Ernst & Young LLP as Independent Accountants	Management	Yes	For	With
	WMT			Advisory Vote on Executive Compensation	Management	No
	WMT			Political Contributions Report	Shareholder	Yes	Against	With
	WMT			Director Nomination Policy	Shareholder	Yes	Against	With
	WMT			Report Regarding Incentive Compensation Plans	Shareholder	Yes	Against	With
WGL Holdings, Inc.	WGL	92924F106	3/1/2012	Election of Directors
				Michael D. Barnes	Management	Yes	For	With
				George P. Clancy, Jr.	Management	Yes	For	With
				James W. Dyke, Jr.	Management	Yes	For	With
				Melvyn J. Estrin	Management	Yes	For	With
				Nancy C. Floyd	Management	Yes	For	With
				James F. LaFond	Management	Yes	For	With
				Debra L. Lee	Management	Yes	For	With
				Terry D. McCallister	Management	Yes	For	With
	WGL			Ratify the Appointment of Deloitte & Touche LLP as Independent Registered Public Accountants for Fiscal Year 2012	Management	Yes	For	With
	WGL			Re-Approve the WGL Holdings, Inc. Omnibus Incentive Compensation Plan	Management	Yes	For	With
	WGL			Approve, by Non-Binding Vote, Compensation Paid to Certain Executive Officers	Management	Yes	For	With
	WGL			Provide Cumulative Voting in the Election of Directors	Management	Yes	Against	With

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Copley Fund, Inc.

By: /s/ Irving Levine

President

Date: August 27, 2012